Paul Deighton
About Paul Deighton
Paul Deighton (age 69) has served as an independent director of Block, Inc. since May 2016 and is a Class I director whose current term expires at the 2025 annual meeting; he is nominated to serve through 2028 . He is Chair of Goldman Sachs International and Goldman Sachs International Bank (since April 2024), and previously served as UK Commercial Secretary to the Treasury (2012–2015), CEO of the London Organising Committee of the Olympic & Paralympic Games, and held various roles at Goldman Sachs; he holds a B.A. in Economics from Trinity College, Cambridge . At Block, he chairs the Audit and Risk Committee and sits on the Compensation Committee . He is deemed independent under NYSE standards, and the board has determined he has no material relationship with the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UK Government | Commercial Secretary to the Treasury; Member of the House of Lords | Dec 2012–May 2015 | Government and regulatory experience |
| London Organising Committee of the Olympic & Paralympic Games (LOCOG) | Chief Executive Officer | Prior to 2012 (dates not specified) | Led complex operational execution |
| Goldman Sachs | Various roles | Prior to 2012 (dates not specified) | Financial and business expertise |
External Roles
| Organization | Role | Start Date | Public Company Board? |
|---|---|---|---|
| Goldman Sachs International & Goldman Sachs International Bank | Chairperson | Apr 2024 | No (subsidiaries of Goldman Sachs Group) |
| The Economist Group | Non-executive Chairperson | Jul 2018 | No |
| Heathrow Airport Holdings Ltd. | Non-executive Chairman | Jun 2016 | No |
| Hakluyt Company Limited | Non-executive Chairperson | Jan 2016 | No |
| Other Current Public Company Boards (as disclosed) | — | — | None |
Board Governance
- Committee assignments: Chair, Audit and Risk Committee; member, Compensation Committee .
- Independence: Determined independent by the board under NYSE standards .
- Audit expertise: Identified as an audit committee financial expert (Item 407(d) Reg S-K) .
- Committee activity: Audit and Risk Committee held 11 meetings in 2024; Compensation Committee held 6 meetings; Nominating & Corporate Governance Committee held 5 meetings .
- Board attendance: The board met 4 times in 2024; each director attended at least 75% of board and committee meetings while serving .
- Election signal: In 2025, Deighton was re-elected with 884,252,608 votes for and 57,454,234 withheld; broker non-votes 67,976,578 .
Fixed Compensation
| Component | 2024 Amount | Source |
|---|---|---|
| Annual Board Cash Retainer ($) | 40,000 | Prior policy (effective before Apr 1, 2025) |
| Audit & Risk Committee Chair Cash Retainer ($) | 20,000 | Prior policy |
| Compensation Committee Member Cash Retainer ($) | 5,000 | Prior policy |
| Total Cash Fees Earned ($) | 65,000 | 2024 director compensation table |
| Annual Equity Retainer – RSUs (Grant-date fair value, $) | 249,952 | 2024 director compensation table |
| Total 2024 Compensation ($) | 314,952 | 2024 director compensation table |
Policy changes effective April 1, 2025 increased fees: Annual cash retainer to $50,000; annual equity retainer to $275,000; Audit Chair to $35,000; Compensation member to $12,500 . Outside directors may elect to convert cash retainers into fully vested RSUs granted quarterly .
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Annual Director Equity | Time-based RSUs vesting on the earlier of 1-year anniversary or next annual meeting; full acceleration upon change in control | No performance metrics; time-based vesting only |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Committee interlocks | Compensation Committee members (including Deighton) had no Item 404 relationships; no reciprocal interlocks disclosed |
| Independence review | Board reviewed transactions with entities associated with directors and determined no material relationships impairing independence; committees are 100% independent |
Expertise & Qualifications
- Financial and business expertise, international perspective, and government/regulatory experience cited as reasons for Block board service .
- Audit committee financial expert designation .
- Education: B.A. in Economics, Trinity College, Cambridge University .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A Shares Beneficially Owned | 39,242 | <1% of outstanding |
| Unvested RSUs outstanding (as of Dec 31, 2024) | 4,038 | Annual grant on Jun 18, 2024; vests on earlier of 1-year or next annual meeting |
| Pledging/Hedging | Prohibited by Insider Trading Policy | |
| Ownership Guidelines | Directors required to hold ≥5× annual cash retainer; compliance required within 5 years; all non-employee directors had met or were on track as of Dec 31, 2024 |
Governance Assessment
- Strengths:
- Independent director; audit chair with financial expert designation; committees fully independent .
- High committee engagement (11 audit meetings; 6 compensation meetings in 2024) .
- Transparent director pay; conservative relative positioning—average outside director total compensation approximated the 10th percentile of peer group in 2024 .
- Robust policies: stock ownership guidelines; prohibitions on hedging/pledging; no excise tax gross-ups; no option repricing without shareholder approval .
- Potential flags to monitor:
- 2025 election withheld votes of 57.5M (while re-elected comfortably), indicating some investor dissent .
- Multiple external chair roles (Goldman Sachs International & Bank, The Economist Group, Heathrow, Hakluyt) increase time commitments; the board’s independence review found no material conflicts, but ongoing monitoring of related-party exposure remains prudent .
- Shareholder feedback context:
- Say-on-pay support ~98% at 2024 annual meeting ; 2025 advisory vote also passed (917.7M for vs 23.0M against; 1.0M abstain) .
Appendix: Director Compensation Grant Details (2024)
| Grant Date | RSUs Granted | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|
| Jun 18, 2024 | 4,038 | 249,952 | Full vest on earlier of 1-year anniversary or next annual meeting, subject to continued service |
Appendix: Committee Composition (2024)
- Audit & Risk Committee: Paul Deighton (Chair), Roelof Botha, Neha Narula; all independent; Botha and Deighton are financial experts .
- Compensation Committee: Mary Meeker (Chair), Roelof Botha, Paul Deighton, Randall Garutti; all independent .
- Nominating & Corporate Governance Committee: Amy Brooks, Neha Narula, Randall Garutti (Chair); all independent .